WeedMD Inc. (TSX VENTURE: $AMN.P) Announces
Closing of Qualifying Transaction
TORONTO, ONTARIO - April 19, 2017 (Investorideas.com Newswire)
WeedMD Inc. (TSX VENTURE:AMN.P) (formerly Aumento Capital V Corporation
("ACC")) (the "Company"), is pleased to announce that it
has closed its previously announced business combination (the "Transaction")
with WeedMD Rx Inc. ("RX"). The Transaction consisted of the
acquisition by the Company of all of the issued and outstanding securities in
the capital of RX by way of a three-cornered amalgamation, pursuant to which a
wholly-owned subsidiary of the Company amalgamated with RX.
Pursuant to the Transaction, each RX shareholder received 1.25
common shares in the capital of the Company for each RX common share held,
resulting in the issuance of an aggregate of 58,577,376 common shares of the
Company to shareholders of RX. As part of the Transaction, warrants,
compensation options and stock options of RX were replaced with common share
purchase warrants, compensation options and stock options of the Company with
adjustments to their exercise or conversion terms to reflect the exchange ratio
for the RX common shares under the Transaction, resulting in the issuance of:
(i) common share purchase warrants exercisable to purchase up to 14,888,486
common shares at an exercise price of $0.80 per share; (ii) stock options
exercisable to purchase up to 3,312,500 common shares at an exercise price of
$0.60 per share; and (iii) 440,000 compensation options exercisable into units
at an exercise price of $0.60 per unit, with each unit comprised of a common
share and one-half of one warrant, with each whole warrant exercisable into a
common share at an exercise price of $0.80.
As part of the Transaction, the Company changed its name from
"Aumento Capital V Corporation" to "WeedMD Inc.".
As a result of the Transaction, RX is now a wholly-owned
subsidiary of the Company, and the Company will continue the business of RX
which is licensed under the Access to Cannabis for Medical Purposes Regulations
to cultivate marijuana seeds and plants and dried marijuana product from its
facilities located in Aylmer, Ontario. RX has applied for an amendment to its
ACMPR license to allow for the sale of plants/dried materials (the "Sales
License"). RX has completed the review and inspection process with Health
Canada with respect to the Sales License. Upon RX satisfying any further
documentary or other requests of Health Canada, WeedMD expects to receive its
Sales License in the second quarter of 2017. There are no mandated timelines in
the ACMPR for the license review process.
Prior to the Transaction, ACC was a Capital Pool Company (as
defined under the policies of the TSX Venture Exchange (the
"Exchange")), and had not commenced commercial operations and had no
assets other than cash. The Transaction constituted ACC's "Qualifying
Transaction", as such term is defined in Policy 2.4 of the Exchange.
Final acceptance of the Transaction will occur upon the issuance
of a Final Exchange Bulletin by the Exchange. Upon issuance of the Final
Exchange Bulletin, the Company will cease to be a Capital Pool Company and will
recommence trading on the Exchange as a Tier 1 life sciences issuer. Trading in
the common shares of the Company will begin on the Exchange on April 27, 2017
under the symbol "WMD".
Following the completion of the Transaction (on a
post-acquisition basis), the Company has a total of 60,517,058 common shares
outstanding, as well as: (i) common share purchase warrants exercisable to
purchase up to 14,888,486 common shares at an exercise price of $0.80 per
share; (ii) stock options exercisable to purchase up to 3,497,332 common shares
at an exercise price of $0.60 per share; (iii) 440,000 compensation options
exercisable into units at an exercise price of $0.60 per unit, with each unit
comprised of a common share and one-half of one warrant, with each whole
warrant exercisable into a common share at an exercise price of $0.80; and (iv)
1,125,000 common shares issuable to certain officers of the Company upon RX
receiving the Sales License (the "Compensation Shares").
An aggregate of 23,388,441 common shares are subject to escrow
pursuant to Exchange escrow requirements (not including the Compensation Shares
which will also become subject to escrow upon issuance).
As a result of the closing of the Transaction, the directors and
executive officers of the Company are now:
Michael Kraft Chairman
Bruce Dawson-Scully Chief Executive Officer and Director
Keith Merker Chief Financial Officer and Director
Luc Duchesne Chief Scientific Officer
Gail Paech Director
David Danziger Director
Rick Moscone Director
Further details about the Transaction and the Company as the
resulting issuer from the Transaction are available in the filing statement of
ACC dated March 31, 2017 filed in respect of the Transaction which has been
filed under ACC's profile on SEDAR at www.sedar.com. The summary of the
Transaction set out herein is qualified in its entirety by reference to the
description of the Transaction in the filing statement.
Forward-Looking Information
This press release contains forward-looking information based on
current expectations. Statements about the date of trading of the Company's
common shares on the Exchange and final regulatory approvals, among others, are
forward-looking information. These statements should not be read as guarantees
of future performance or results. Such statements involve known and unknown
risks, uncertainties and other factors that may cause actual results,
performance or achievements to be materially different from those implied by
such statements. The Company assumes no responsibility to update or revise
forward-looking information to reflect new events or circumstances unless
required by law.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
Contact
Information
Keith Merker
Chief Financial Officer
WeedMD Inc.
519-765-2440 Ext. 222
Chief Financial Officer
WeedMD Inc.
519-765-2440 Ext. 222
Marijuana / Hemp Stocks
Like Marijuana Stocks? View our Marijuana / Hemp
Stocks Directory
Join our Group on Linkedin - Marijuana / Hemp
Stocks - News and Trends in Green Investing
Global
Cannabis Investing -
features Investor Ideas Cannabis news
Get News Alerts on
Marijuana Stocks
Watch the 420 Cannabis Investor video
More Info:
This news is published on the Investorideas.com Newswire - a
global digital news source for investors and business leaders
Disclaimer/Disclosure: Investorideas.com is a digital
publisher of third party sourced news, articles and equity research as well as
creates original content, including video, interviews and articles. Original
content created by investorideas is protected by copyright laws other than
syndication rights. Our site does not make recommendations for purchases or
sale of stocks, services or products. Nothing on our sites should be construed
as an offer or solicitation to buy or sell products or securities. All
investment involves risk and possible loss of investment. This site is
currently compensated for news publication and distribution, social media and
marketing, content creation and more. Contact each company directly regarding
content and press release questions. Disclosure is posted for each compensated
news release, content published /created if required but otherwise the news was
not compensated for and was published for the sole interest of our readers and
followers. More disclaimer info: http://www.investorideas.com/About/Disclaimer.asp
Additional
info regarding BC Residents and global Investors: Effective September 15 2008 -
all BC investors should review all OTC and Pink sheet listed companies for
adherence in new disclosure filings and filing appropriate documents with
Sedar. Read for more info: http://www.bcsc.bc.ca/release.aspx?id=6894.
Global investors must adhere to regulations of each country.
No comments:
Post a Comment